Aero Energy, Urano Energy and Pegasus Resources Announce Closing of $10.5 Million Subscription Receipt Private Placement

Executive Summary

• Aero Energy Limited, Urano Energy Corp., and Pegasus Resources Inc. have closed a non-brokered private placement of 26,249,999 subscription receipts for gross proceeds of $10,500,000.
• The financing is integral to the court-approved plan of arrangements to combine the three entities into a new company named "Manhattan Uranium Discovery Corp." (TSXV: MANU).
• Proceeds are designated for advancing uranium projects in North America, repaying a $1M secured bridge loan to Urano, covering transaction costs, and general working capital.

Key Details

• Transaction Structure: Non-brokered private placement of 26,249,999 subscription receipts.
• Price: $0.40 per subscription receipt.
• Gross Proceeds: $10,500,000.
• Net Proceeds Use:
  • Advancement of the Company’s uranium project portfolio in North America.
  • Repayment of Aero’s secured bridge loan of up to $1,000,000 to Urano.
  • Costs of completing the Transactions (M&A).
  • Working capital and general corporate purposes.
• Conversion Terms: Each subscription receipt converts into one Unit of Aero (one common share + one warrant) upon satisfaction of Escrow Release Conditions.
• Warrant Terms (Units):
  • Exercise Price: $0.60 per share.
  • Expiration: March 31, 2028.
• Finder’s Fees:
  • Cash Fee: $415,498.
  • Equity Fee: 1,038,745 finder’s warrants issued.
  • Finder’s Warrant Exercise Price: $0.40 per share.
  • Finder’s Warrant Expiration: March 31, 2028.
  • Finders: Eventus Capital Corp. and PowerOne Capital Markets Limited.
• Escrow Arrangement:
  • Gross proceeds held by an escrow agent.
  • Release Deadline: No later than the 90th day following the closing date (July 30, 2026).
  • Conditions: Funds released upon satisfaction of Escrow Release Conditions.
  • Refund Clause: If conditions are not met or Urano withdraws, subscription receipts are cancelled, and funds (plus pro-rata interest) are returned to holders. Aero is liable for any shortfall.
• M&A Context: The combined company will trade under the symbol “MANU” on the TSX Venture Exchange.

Notable Quotes

• "Aero Energy Limited... Urano Energy Corp.... and Pegasus Resources Inc.... are pleased to announce that... they have closed the previously announced non-brokered private placement..." (Implied via press release statement of closure).